Exhibit 5 and 23.1
LANIER FORD SHAVER & PAYNE P.C.
P.O. Box 2087
Huntsville, Alabama 35804
(256) 533-1100
June 27, 2000
Board of Directors
Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894-0001
Ladies and Gentlemen:
As counsel for Intergraph Corporation, a Delaware corporation
(the "Company"), we are familiar with the records of the proceedings
by which it was organized, the records of the proceedings by which its
Certificate of Incorporation has from time to time been amended, the
records of the proceedings by which the shares of its common stock
have from time to time been issued, the proceedings by which the 2000
Intergraph Corporation Employee Stock Purchase Plan (herein called the
"Plan") was authorized and adopted by the Board of Directors of the
Company, and the proceedings by which the Plan was authorized and
approved by the stockholders of the Company.
We have also reviewed such documents and records as we have
deemed necessary to enable us to express an informed opinion with
respect to the matters covered hereby.
Based upon the foregoing, we are of the opinion that the
3,000,000 shares of common stock of the par value of ten cents ($.10)
each of the Company that may be issued and sold from time to time upon
the exercise of options granted in accordance with the Plan will be
duly authorized for issuance and will, when issued, sold and paid for
in accordance with the Plan and for a price not less than ten cents
($.10) per share, be validly issued, fully paid and nonassessable, and
no personal liability will attach to the holders thereof under the
laws of the State of Delaware in which the Company is incorporated and
in the State of Alabama in which its principal place of business is
located.
We hereby consent to the use of our name in the Registration
Statement (Form S-8), pertaining to the Plan as counsel who has passed
upon the legality of the shares of common stock that may be issued and
sold under the Plan and to the use of this opinion as a part of such
Registration Statement as required by Section 7 of the Securities Act
of 1933, as amended.
Sincerely,
LANIER FORD SHAVER & PAYNE P.C.
By: /s/ John R. Wynn
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John R. Wynn
Member-Shareholder
JRW/sb
